EXHIBIT 5.2


                [Letterhead of Morris, Nichols, Arsht & Tunnell]






                               September 3, 2003





The Delphi Trusts
(as defined below)
c/o Delphi Corporation
5725 Delphi Drive
Troy, Michigan 48098

         Re:      The Delphi Trusts

Ladies and Gentlemen:

                  We have acted as special Delaware counsel to Delphi Trust I, a
Delaware statutory trust ("Delphi Trust I"), Delphi Trust II, a Delaware
statutory trust ("Delphi Trust II"), Delphi Trust III, a Delaware statutory
trust ("Delphi Trust III"), and Delphi Trust IV, a Delaware statutory trust
("Delphi Delphi Trust IV" and, collectively with Delphi Trust I, Delphi Trust II
and Delphi Trust III, the "Delphi Trusts"), in connection with certain matters
of Delaware law relating to the formation of the Delphi Trusts and the proposed
issuance of Preferred Securities thereof to beneficial owners pursuant to and as
described in the Registration Statement (and the prospectus forming a part
thereof) on Form S-3 to be filed with the Securities and Exchange Commission by
Delphi Corporation, a Delaware corporation (the "Company"), and the Delphi
Trusts on or about the date hereof (the "Registration Statement"). Capitalized
terms used herein and not otherwise herein defined are used as defined in the
form of Amended and Restated Declaration of Trust of the Delphi Trusts attached
as an exhibit to the Registration Statement (the "Form Governing Instrument").

                  In rendering this opinion, we have examined copies of the
following documents in the forms provided to us: the Certificate of Trust of
Delphi Trust I as filed in the Office of the Secretary of State of the State of
Delaware (the "State Office") on August 25, 2003 (the "Delphi Trust I
Certificate"); the Declaration of Trust of Delphi Trust I dated as of August 25,
2003 (the "Delphi Trust I Original Governing Instrument"); the Certificate of
Trust of Delphi Trust II as filed in the State Office on August 25, 2003 (the
"Delphi Trust II Certificate"); the Declaration of Trust of Delphi Trust II
dated as of August 25, 2003 (the "Delphi Trust II Original Governing
Instrument"); the Certificate of Trust of Delphi Trust III as filed in the State
Office on August 25, 2003 (the "Delphi Trust III Certificate"); the Declaration
of Trust of Delphi Trust III dated as



The Delphi Trusts
September 3, 2003
Page 2


of August 25, 2003 (the "Delphi Trust III Original Governing Instrument"); the
Certificate of Trust of Delphi Trust IV as filed in the State Office on August
25, 2003 (collectively with the Delphi Trust I Certificate, the Delphi Trust II
Certificate and the Delphi Trust III Certificate, the "Certificates"); the
Declaration of Trust of Delphi Trust IV dated as of August 25, 2003
(collectively with the Delphi Trust I Original Governing Instrument, the Delphi
Trust II Original Governing Instrument and the Delphi Trust III Original
Governing Instrument, the "Original Governing Instruments"); the Form Governing
Instrument; the Registration Statement; and a certification of good standing of
each Delphi Trust obtained as of a recent date from the State Office. In such
examinations, we have assumed the genuineness of all signatures, the conformity
to original documents of all documents submitted to us as drafts or copies or
forms of documents to be executed and the legal capacity of natural persons to
complete the execution of documents. We have further assumed for purposes of
this opinion: (i) the due formation or organization, valid existence and good
standing of each entity that is a party to any of the documents reviewed by us
(other than the Delphi Trusts) under the laws of the jurisdiction of its
respective formation or organization; (ii) the due authorization, execution and
delivery by, or on behalf of, each of the parties thereto of the
above-referenced documents with respect to each Delphi Trust; (iii) that the
Company and the Trustees will duly authorize, execute and deliver an amended and
restated declaration of trust in the form of the Form Governing Instrument
(each, a "Governing Instrument") and all other documents contemplated thereby or
by the Registration Statement to be executed in connection with the formation of
each Delphi Trust and the issuance by each Delphi Trust of Preferred Securities,
in each case prior to the first issuance of Preferred Securities of such Delphi
Trust; (iv) that the Preferred Securities of each Delphi Trust will be offered
and sold pursuant to the prospectus forming a part of the Registration Statement
and a prospectus supplement thereto (collectively, the "Prospectus") that will
be consistent with, and accurately describe, the terms of the applicable
Governing Instrument relating to each such Delphi Trust and all other relevant
documents; (v) that no event has occurred subsequent to the filing of any
Certificate, or will occur prior to the issuance of all Preferred Securities by
each Delphi Trust, that would cause a dissolution or liquidation of any Delphi
Trust under the applicable Original Governing Instrument or the applicable
Governing Instrument; (vi) that the activities of each Delphi Trust have been
and will be conducted in accordance with its Original Governing Instrument or
Governing Instrument, as applicable, and the Delaware Statutory Trust Act, 12
Del. C. Sections 3801 et seq. (the "Delaware Act"); (vii) that prior to the
first issuance of Preferred Securities by each Delphi Trust, payment of the
required consideration therefor will have been made in accordance with the terms
and conditions of the applicable Governing Instrument and as described in the
Prospectus, and that the Preferred Securities of each Delphi Trust are otherwise
issued and sold in accordance with the terms, conditions, requirements and
procedures set forth in the Governing Instrument of such Delphi Trust and as
described in the Prospectus; and (viii) that the documents examined by us, or
contemplated hereby, express the entire understanding of the parties thereto
with respect to the subject matter thereof and have not been, and, prior to the
issuance of all Preferred Securities by each Delphi Trust, will not be, amended,
supplemented or otherwise modified, except as herein referenced. No opinion is




The Delphi Trusts
September 3, 2003
Page 3


expressed with respect to the requirements of, or compliance with, federal or
state securities or blue sky laws. We express no opinion as to, and assume no
responsibility for, the Registration Statement or any other offering materials
relating to the Preferred Securities offered by any Delphi Trust. As to any fact
material to our opinion, other than those assumed, we have relied without
independent investigation on the above-referenced documents and on the accuracy,
as of the date hereof, of the matters therein contained.

                  Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:

                  1. Each of the Delphi Trusts is a duly formed and validly
existing statutory trust in good standing under the laws of the State of
Delaware.

                  2. The Preferred Securities of each Delphi Trust, upon
issuance, will constitute validly issued and, subject to the qualifications set
forth in paragraph 3 below, fully paid and nonassessable beneficial interests in
the assets of such Delphi Trust.

                  3. Under the Delaware Act and the terms of the applicable
Governing Instrument, the Holders of Preferred Securities of each Delphi Trust,
in such capacity, will be entitled to the same limitation of personal liability
as that extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware; provided, however,
we express no opinion with respect to the liability of any Holder of Preferred
Securities who is, was or may become a named Trustee of the Trust.
Notwithstanding the foregoing, we note that, pursuant to the applicable
Governing Instrument, the Holders of Preferred Securities of each Delphi Trust
may be obligated to make payments or provide indemnity or security under the
circumstances set forth therein.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name and reference to our
opinion under the heading "LEGAL MATTERS" in the prospectus forming a part
thereof. In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder. This opinion speaks only as of the date hereof
and is based on our understandings and assumptions as to present facts, and on
our review of the above-referenced documents and the application of Delaware law
as the same exist as of the date hereof, and we undertake no obligation to
update or supplement this opinion after the date hereof for the benefit of any
person or entity with respect to any facts or circumstances that may hereafter
come to our attention or any changes in facts or law that may hereafter occur or
take effect. This opinion is intended solely for the benefit of the addressees
hereof in connection with the matters contemplated hereby and may not be relied
on by any other person or entity or for any other purpose without our prior
written consent.



                                Very truly yours,

                                MORRIS, NICHOLS, ARSHT & TUNNELL

                                /s/ Jonathan I. Lessner

                                Jonathan I. Lessner